Filed pursuant to Rule 433
Registration File No. 333-225075
Supplementing the Preliminary Prospectus
Supplement dated September 11, 2018
(To Prospectus dated May 21, 2018)
CADENCE BANCORPORATION ANNOUNCES PROPOSED
SECONDARY OFFERING OF CLASS A COMMON STOCK
HOUSTON, TEXAS (September 11, 2018)
Cadence Bancorporation (NYSE: CADE) today announced the commencement of a registered public secondary
offering of 12,099,757 shares of Class A common stock, or approximately 14.5% of Cadence Bancorporations outstanding Class A common stock, pursuant to the shelf registration statement (File
No. 333-225075)
filed by the Company with the U.S. Securities and Exchange Commission (the SEC) on May 21, 2018. The shares sold in the offering will be sold by certain selling
stockholders named in the preliminary prospectus supplement filed in connection with the proposed offering, who received the shares of Class A common stock being sold in an
in-kind
distribution of 100% of
the shares of Class A common stock held by Cadence Bancorp, LLC to its unitholders on September 10, 2018 (other than a
de minimis
number of shares of Class A common stock representing aggregate fractional shares in lieu of
which unitholders are to receive cash). In addition to these selling stockholders, certain unitholders of Cadence Bancorp, LLC also received 9,575,185 shares of Class A common stock in the distribution that they elected not to sell in the
offering, representing approximately 11.5% of Cadence Bancorporations outstanding Class A common stock, and will be restricted from transferring such shares of Class A common stock received in the distribution without Cadence
Bancorporations consent for a period of 45 days after the date of the final prospectus supplement filed in connection with the offering. Of those 9,575,185 shares, 4,523,970 shares are held by affiliates (including the board of directors and
management of Cadence Bancorporation), representing 5.4% of Cadence Bancorporations Class A common stock outstanding.
Cadence Bancorporation
is not selling any shares of Class A common stock and will not receive any proceeds from the proposed offering. The proposed offering will not change the number of shares of Class A common stock that are currently outstanding. Morgan
Stanley is acting as the underwriter in the offering.
The offering is expected to close on or about September 14, 2018, subject to customary closing
conditions.
Cadence Bancorporation has filed a registration statement (including a prospectus and a preliminary prospectus supplement) with the SEC for
the offering to which this communication relates. Before you invest, you should read the prospectus and the preliminary prospectus supplement in that registration statement and other documents Cadence Bancorporation has filed with the SEC for more
complete information about Cadence Bancorporation and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Copies of the prospectus and the preliminary prospectus supplement relating to the
proposed offering may be obtained by contacting Morgan Stanley & Co. LLC, Attn: Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state
or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Cadence Bancorporation
Cadence Bancorporation is
an $11.3 billion in assets regional bank holding company headquartered in Houston, Texas. Through its affiliates, Cadence operates 65 locations in Alabama, Florida, Texas, Mississippi and Tennessee, and provides corporations, middle-market
companies, small businesses and consumers with a full range of innovative banking and financial solutions. Services and products include commercial and business banking, treasury management, specialized lending, commercial real estate, foreign
exchange, wealth management, investment and trust services, financial planning, retirement plan management, business and personal insurance, consumer banking, consumer loans, mortgages, home equity lines and loans, and credit cards. Clients have
access to leading-edge online and mobile solutions, interactive teller machines, and 56,000 ATMs. The Cadence team of 1,200 associates is committed to exceeding customer expectations and helping their clients succeed financially. Cadence Bank,
N.A., Cadence Insurance, and Linscomb & Williams are direct or indirect subsidiaries of Cadence Bancorporation.